AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING



 Exhibit 10.43 
  
 AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING 
 AND GUARANTY 
  
 THIS AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING AND GUARANTY (“Amendment”) is entered into by and among PC Connection Sales Corporation (f/k/a PC Connection Sales Corp. and PC Connection,
Inc.) (“Sales”), Merrimack Services Corporation (“Merrimack”), PC Connection, Inc. (“Guarantor”) and Deutsche Financial Services Corporation (“DFS”). 
  
 RECITALS 
  
 WHEREAS, Sales, Merrimack and DFS are parties to that certain Agreement for Wholesale Financing dated as of March 25, 1998
(as amended, the “AWF”). Capitalized terms shall have the same meaning as defined in the AWF unless otherwise indicated. 
  
 WHEREAS, Guarantor executed that certain Guaranty in favor of DFS as of February 25, 2000 (as amended, the “Guaranty”) pursuant to which
Guarantor agreed to guaranty the Liabilities (as defined in the Guaranty) of Dealer. 
  
 NOW THEREFORE, FOR VALUE RECEIVED, the parties hereto hereby agree as follows: 
  
 1. DFS and Sales, Merrimack and Guaranty hereby agree that all of the terms of Section 2 of that certain Amendment to Agreement for wholesale Financing
dated November 5, 1999, are hereby deleted in their entirety and restated to read as follows: 
  
 “7.1 Financial Covenants. Dealer will: 
  
 (a) At all times maintain a Consolidated Net Worth of not less than the amounts specified below at the end of each of Dealer’s, fiscal quarters as indicated: 
  

				
	 Fiscal Quarter(s) Ending

	  	Required Net Worth
on Quarter-end Date


	 6/30/01
	  	$	96,000,000
	 9/30/01
	  	$	96,000,000
	 12/31/01 and each fiscal quarter thereafter
	  	$	120,000,000

  
 (b) As of each date
indicated below, for the twelve months ending on that date, Dealer shall maintain the Consolidated Net Income indicated: 
  

				
	 Fiscal Quarter(s) Ending

	  	Required Net Income
for Previous Four
Quarters on
Quarter-end Date


	 6/30/01
	  	$	19,000,000
	 9/30/01
	  	$	7,000,000
	 12/31/01 and each fiscal quarter thereafter
	  	$	5,000,000

  
 For purposes of this
paragraph: (i) ‘Consolidated Net Worth’ means, at any date as of which the amount thereof shall be 

  

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determined, the consolidated total assets of PC Connection, Inc. and its subsidiaries and affiliates, less the consolidated total liabilities of PC
Connection, Inc. and its subsidiaries and affiliates; and (ii) ‘Consolidated Net Income’ means the net income (or deficit) from operations of PC Connection, Inc. and its subsidiaries and affiliates, after taxes. The foregoing terms
shall be determined in accordance with generally accepted accounting principles consistently applied.” 
  
 All other terms as they appear in the AWF, tot he extent consistent with the foregoing, are ratified and remain unchanged and in full force and effect.

  
 IN WITNESS WHEREOF, Guarantor, Sales, Merrimack and DFS have
each read this Amendment, understand all the terms and provisions hereof and agree to be bound thereby and subject thereto as of the 18th day of December, 2001. 
  


									
	 	 	 	 	PC CONNECTION SALES CORPORATION
				
	 Attest:
	 	 	 	By:	 	 /s/ Robert Gregerson

	 	 	 	 	 	 	 	

	 	 	 	 	 Print Name: Robert Gregerson

	/s/ Steven Markiewicz	 	 	 	 Title: President

	
	 	 	 	 	 
	 Steven Markiewicz, Secretary
	 	 	 	 

  

									
	 	 	 	 	MERRIMACK SERVICES CORPORATION
				
	 Attest:
	 	 	 	By:	 	 /s/ Jack Ferguson

	 	 	 	 	 	 	 	

	 	 	 	 	 Print Name: Jack Ferguson

	/s/ Steven Markiewicz	 	 	 	 Title: Treasurer

	
	 	 	 	 	 
	 Steven Markiewicz, Secretary
	 	 	 	 

  

									
	 	 	 	 	PC CONNECTION, INC.
				
	 Attest:
	 	 	 	By:	 	 /s/ Jack Ferguson

	 	 	 	 	 	 	 	

	 	 	 	 	 Print Name: Jack Ferguson

	/s/ Steven Markiewicz	 	 	 	 Title: Treasurer

	
	 	 	 	 	 
	 Steven Markiewicz, Secretary
	 	 	 	 

  

									
	 	 	 	 	DEUTSCHE FINANCIAL SERVICES CORPORATION
				
	 	 	 	 	By:	 	 /s/ David Lynch

	 	 	 	 	 	 	 	

	 	 	 	 	 Print Name: David Lynch

	 	 	 	 	 Title: VP of Ops


  

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